MYBUCKS S.A.
DGAP-Ad-hoc: MyBucks S.A. / Key word(s): Capital Increase/Personnel Disclosure of an inside information according to Art. 17 MAR MyBucks S.A. / Key word(s): Capital Increases/Personnel NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. OTHER RESTRICTIONS ARE ALSO APPLICABLE. MyBucks S.A. proposes capital increase against contributions in kind and subsequent rights offering
Furthermore, the Sub-Saharan private equity investment firm MHMK Group Botswana Limited has agreed to invest EUR6,000,000 against the issuance of 6,000,000 shares through the contribution of a loan book in Botswana. Moreover, a family office has agreed to contribute outstanding promissory notes issued by MyBucks S.A. in the amount of EUR11,015,863 against the issuance of 11,015,863 shares. MyBucks is currently in talks with further stakeholders to increase the debt conversion/capital increase amount further. This recapitalisation of in total close to EUR45m will be subject to regulatory approvals in South Africa. MyBucks will invite its shareholders to attend an Extraordinary General Meeting to be scheduled in the second quarter of 2019 to seek the necessary approvals from the shareholders for such recapitalisation. At the Extraordinary General Meeting, MyBucks intends to also resolve in favour of a capital increase against cash contributions. Such capital increase shall be structured as a rights offering to follow the recapitalisation of the Company. MyBucks intends to propose that all shareholders will be offered 5 shares per every 1 share currently owned to enable shareholders to participate more significantly in the capital increase and to compensate them for the dilutive effect of the prior recapitalisation. For that purpose, Ecsponent Limited has agreed to waive its subscription rights. These steps, including the Extraordinary General Meeting, are necessary because the shareholder approvals for the capital increase announced on 28 December 2018 have not been obtained and, as a result of the growth strategy of the Company, MyBucks has reported a negative parent equity of c. EUR2.8m in its most recently published Interim Financial Statements as at 31 December 2018. The negative parent equity is expected to deteriorate further until the end of the fiscal year and put MyBucks in a severely capital constrained position. This deterioration is partially a result of the Zimbabwean currency devaluation, which is expected to have a significant negative impact on the group's equity. Through this capital increase, MyBucks expects to reduce its gearing substantially and the Company will be able to continue to grow successfully from the sound operational base created over the past eight years. In parallel, its founder, Dave van Niekerk has agreed with the Board of Directors today that he will step down as Executive Chairman and CEO of the Company with immediate effect in order to allow the further institutionalizing of the Company's operations. The Board of Directors has appointed Christopher Hall as independent Non-Executive Chairman, and asked Timothy Nuy to serve as Chief Executive Officer to guide the business through the recapitalisation process and thereafter. The Board of Directors has appointed Mr. Riaan Paul as Chief Financial Officer. ENDS About MyBucks
MyBucks S.A. is a FinTech company domiciled in Luxembourg that delivers financial services through technology. MyBucks operates in eleven African countries and in Australia through its brands Fair Go Finance, GetBucks, GetSure, MBC, NFB and Opportunity Bank. The Group offers credit, banking solutions and insurance products to customers. The MyBucks product offering enables customers to manage their financial affairs easily and conveniently. Discover more at http://www.mybucks.com This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase or subscribe securities of MyBucks S.A. in the United States, Germany or any other jurisdiction. This publication is not intended, either directly or indirectly, for dissemination or distribution to the USA or within the USA (including its territories and possessions, a U.S. federal state and the District of Columbia) and may not be distributed or forwarded to 'U.S. persons' (as defined in Regulation S of the U.S. Securities Act of 1933 in the applicable version ('Securities Act')) or to publications which are widely available in the USA. This publication does not constitute an offer - or a request to issue an offer - to buy or acquire securities in the USA, nor is it part of such an offer or request. The securities are not and will not be registered in accordance with the provisions of the Securities Act and may only be sold or offered for purchase in the USA with prior registration in accordance with the provisions of the Securities Act in the version currently applicable or, in the absence of prior registration, if an exemption is granted. MyBucks S.A. does not intend to make a public share offer in the USA. Subject to certain exceptions under applicable securities laws, the securities referred to in this publication may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, Australia or Japan. No action has been taken that would permit an offering of securities or their subscription or the distribution of this publication in any jurisdiction where such offering, subscription or distribution is prohibited. Persons who obtain this publication are required to inform themselves about potential restrictions and to observe any such restrictions. This publication contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of MyBucks S.A. and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described herein due to factors affecting MyBucks S.A. such as, among other things, changes in the general economic and competitive environment, capital market risks, currency exchange rate fluctuations and competition from other companies, and changes in international and national laws and regulations, in particular with respect to tax laws and regulations. MyBucks S.A. does not assume any obligation to update any forward-looking statements. The information contained in this publication is for background purposes only and does not purport to be full or complete. No reliance may be placed, for any purpose, on the information contained in this publication or its accuracy or completeness. The information in this publication is subject to change. Neither the bank nor any of their directors, officers, employees, advisers or agents accept any responsibility or liability whatsoever for or make any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this publication (or whether any information has been omitted from the publication) or, with limited exception, other information relating to MyBucks S.A., its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and independent from how it was transmitted or made available, or for any loss in any way arising from any use of this publication or its contents or otherwise arising in connection therewith.
26-March-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | MyBucks S.A. |
| 9 rue du Laboratoire | |
| L-1911 Luxembourg | |
| Luxemburg | |
| Phone: | +352 2088 2123 |
| Fax: | +27 86 537 2010 |
| E-mail: | info@mybucks.com |
| Internet: | www.mybucks.com |
| ISIN: | LU1404975507 |
| WKN: | A2AJLT |
| Listed: | Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt (Scale), Munich, Stuttgart, Tradegate Exchange |
| End of Announcement | DGAP News Service |
791619 26-March-2019 CET/CEST
